“RESOLVED FURTHER THAT, any one of the above officials of the Company/Bank/Cooperative Society/Trust/legal entity, be and is hereby authorized to do all such acts, deeds, things, sign all such papers, documents, power of attorneys, indemnities, correspondence and to do and perform all such acts, deeds and things and ...
A Board Resolution is only valid when: The meeting has been properly convened with prior intimation as per Company bylaws. The board properly holds the resolution and quorum is maintained. Duly certified and signed by the appointed chairperson.
In most organisations, Board resolutions are typically required for actions with significant financial consequences; a change in procedures, or a change in governance authority. Board resolutions are important for an organisation to keep a record of these crucial decisions made by the Board of directors.
7 steps for writing a resolution Put the date and resolution number at the top. Give the resolution a title that relates to the decision. Use formal language. Continue writing out each critical statement. Wrap up the heart of the resolution in the last statement.
A board resolution is a document that formalises important decisions made by the board of directors and the actions relating to them. It is legally binding and functions as a compliance record to provide evidence of decisions made by the board regarding pivotal company matters.
California corporations now have a mechanism to retroactively remedy defective corporate actions, after lawmakers approved new procedures to allow corporations to petition the superior court to ratify corporate acts not in compliance (or purportedly not in compliance).
Why is a board resolution required? Board resolutions formalize board decisions in writing and help to protect the board in case any of their actions or decisions are called into question by stakeholders or the courts.
The title of the resolution must appropriately reflect the intent. Resolutions begin with "Whereas" statements, which provides the basic facts and reasons for the resolution, and conclude with "Resolved" statements which, identifies the specific proposal for the requestor's course of action.
Writing board resolutions for important decisions is considered a best practice for good governance. Record all resolutions in the meeting minutes and store them on your board management system. Your board management system gives all board directors easy access to resolutions as needed.